UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): March 6, 2018
APX GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-191132-02 | 46-1304852 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4931 North 300 West
Provo, Utah 84604
(Address of Principal Executive Offices) (Zip Code)
(801)377-9111
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e- 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 6, 2018, APX Group Holdings, Inc. (the “Company”) held a telephone conference call that was simultaneously webcast to discuss the results of the Company’s operations for the quarter and year ended December 31, 2017. Presentation slides referenced during the conference call were available on the Company’s website for viewing by call participants. A transcript of that call together with presentation slides referenced during the conference call are furnished as Exhibit 99.1 to this Current Report on Form8-K and are incorporated by reference in this Item 2.02.
The attached transcript and presentation slides contain information that includes Adjusted EBITDA, anon-GAAP financial measure as defined in Regulation G adopted by the Securities and Exchange Commission (the “SEC”).
The Company defines “Adjusted EBITDA” as net income (loss) before interest expense (net of interest income), income and franchise taxes and depreciation and amortization (including amortization of capitalized subscriber acquisition costs), further adjusted to exclude the effects of certain contract sales to third parties,non-capitalized subscriber acquisition costs, stock based compensation and certain unusual,non-cash,non-recurring and other items permitted in certain covenant calculations under the agreements governing the Company’s notes and the credit agreement governing the Company’s revolving credit facility.
The Company believes that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, certain financial covenants in the indentures governing the notes and the credit agreement governing the revolving credit facility. The Company cautions investors that amounts presented in accordance with the Company’s definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate Adjusted EBITDA in the same manner.
Adjusted EBITDA is not a measurement of the Company’s financial performance under GAAP and should not be considered as an alternative to net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Tables providing reconciliations of Adjusted EBITDA to the closest GAAP financial measure are included with the presentation slides furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information in this Current Report on Form8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
In addition, the transcript and presentation slides furnished as an exhibit to this report include certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the Company’s plans, strategies and prospects, both business and financial, including without limitation with respect to the Vivint Flex Pay plan and the Company’s partnership with Best Buy. Forward-looking statements convey the Company’s current expectations or forecasts of future events. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including
1
statements concerning the Company’s possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed in “Risk Factors” in the Company’s most recent annual report on Form10-K, and other reports filed with the SEC, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are available on the SEC’s website atwww.sec.gov, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:
| • | risks of the smart home and security industry, including risks of and publicity surrounding the sales, subscriber origination and retention process; |
| • | the highly competitive nature of the smart home and security industry and product introductions and promotional activity by the Company’s competitors; |
| • | litigation, complaints or adverse publicity; |
| • | the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime, weather, demographic trends and employee availability; |
| • | adverse publicity and product liability claims; |
| • | increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements; |
| • | cost increases or shortages in smart home and security technology products or components; |
| • | privacy and data protection laws, privacy or data breaches, or the loss of data; and |
| • | the impact to the Company’s business, results of operations, financial condition, regulatory compliance and customer experience of the Vivint Flex Pay plan and the Best Buy Smart Home powered by Vivint program. |
In addition, the origination and retention of new subscribers will depend on various factors, including, but not limited to, market availability, subscriber interest, the availability of suitable components, the negotiation of acceptable contract terms with subscribers, local permitting, licensing and regulatory compliance, and the Company’s ability to manage anticipated expansion and to hire, train and retain personnel, the financial viability of subscribers and general economic conditions.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in the transcript and presentation slides furnished as an exhibit to this report are more fully described in the “Risk Factors” section in the Company’s most recent annual report on Form10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the Company’s business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All
2
forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Transcript of Conference Call by APX Group Holdings, Inc. dated March 6, 2018 and Call Presentation Slides. | |
3
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Transcript of Conference Call by APX Group Holdings, Inc. dated March 6, 2018 and Call Presentation Slides. | |
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| APX GROUP HOLDINGS, INC. | ||
| By: | /s/ Dale Gerard | |
| Name: | Dale Gerard | |
| Title: | Senior Vice President of Finance and Treasurer | |
Date: March 8, 2018
5